THE HOWARD HUGHES CORPORATION 2,000,000 Shares of Common Stock Underwriting AgreementHoward Hughes Corp • March 31st, 2020 • Real estate investment trusts • New York
The Howard Hughes Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”) , for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 300,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDENTURE Dated as of February 2, 2021 Among THE HOWARD HUGHES CORPORATION, as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.375% SENIOR NOTES DUE 2031Indenture • February 4th, 2021 • Howard Hughes Corp • Real estate investment trusts • New York
INDENTURE, dated as of February 2, 2021, among The Howard Hughes Corporation, a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined below) party hereto and Wells Fargo Bank, National Association, a national banking association, as the trustee (“Trustee”).
THE HOWARD HUGHES CORPORATION 2,500,000 Shares of Common Stock Underwriting AgreementHoward Hughes Corp • January 5th, 2018 • Real estate investment trusts • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The Howard Hughes Corporation, a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”) an aggregate of 2,500,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
THE HOWARD HUGHES CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 2010 (this “Agreement”), by and between the purchasers listed on Schedule I hereto (the “Purchasers”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the day of November, 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 11th, 2020 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020;
SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND THE HOWARD HUGHES CORPORATION Dated November 9, 2010Separation Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This SEPARATION AGREEMENT (this “Agreement”), dated as of November 9, 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco”). Capitalized terms used herein shall have the meanings assigned to them in Article I hereof or as otherwise expressly set forth herein.
TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and The Howard Hughes Corporation Dated as of November 9, 2010Tax Matters Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of November 9, 2010, is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and The Howard Hughes Corporation, a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENT among THE HOWARD HUGHES CORPORATION and EACH OF THE HOLDERS PARTY HERETO Dated as of November 9, 2010Registration Rights Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of November 9, 2010 (this “Agreement”), is entered into among The Howard Hughes Corporation, a Delaware corporation (the “Company”), and the Holders. Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.
WARRANT AGREEMENT BETWEEN THE HOWARD HUGHES CORPORATION AND MELLON INVESTOR SERVICES LLC, as WARRANT AGENT Dated as of November , 2010Warrant Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
WHEREAS, the Company is issuing and delivering warrant certificates (the “Warrant Certificates”) evidencing Warrants to purchase up to an aggregate of 8,000,000 shares of its Common Stock, subject to adjustment, including (a) Series A-1 Warrants to purchase 3,833,333 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Cornerstone Investment Agreement, effective as of March 31, 2010, by and between Brookfield Retail Holdings LLC (formerly known as REP Investments LLC) and General Growth Properties, Inc. (“GGP”) (as amended from time to time, the “Investment Agreement”), (b) Series A-2 Warrants to purchase 1,916,667 shares of its Common Stock, subject to adjustment, in connection with that certain Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010, by and between each of The Fairholme Fund and The Fairholme Focused Income Fund (each a “Fairholme Purchaser”, and collectively, the “Fairholme Purchasers”) and GGP
AMENDED AND RESTATED LOAN AGREEMENT between THE SHOPS AT SUMMERLIN NORTH, LP and THE SHOPS AT SUMMERLIN SOUTH, LP as Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION as Syndication Agent and...Loan Agreement • July 16th, 2014 • Howard Hughes Corp • Real estate investment trusts • Texas
THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) dated as of July 15, 2014 by and among THE SHOPS AT SUMMERLIN NORTH, LP, a Delaware limited partnership (“Summerlin North”) and THE SHOPS AT SUMMERLIN SOUTH, LP, a Delaware limited partnership (“Summerlin South”, together with Summerlin North, herein collectively called “Borrower”), each of the financial institutions initially a signatory hereto together with their assignees under Section 16.13 (“Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”) as contractual representative of the Lenders to the extent and in the manner provided in Article 14 (in such capacity, the “Administrative Agent”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”) as Syndication Agent. Wells Fargo Securities, L.L.C., is the Sole Lead Arranger and Sole Bookrunner (the “Arranger”).
STANDSTILL AGREEMENTStandstill Agreement • November 8th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
This Standstill Agreement (this “Agreement”) is dated as of November , 2010 (the “Effective Date”), by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership, Pershing Square, L.P., a Delaware limited partnership, Pershing Square II, L.P., a Delaware limited partnership, and PSRH, Inc., a Cayman Islands corporation (collectively, “Investor”).
TRANSITION SERVICES AGREEMENT dated as of November 9, 2010 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and THE HOWARD HUGHES CORPORATIONTransition Services Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts
This Transition Services Agreement (this “Agreement”), dated as of November 9, 2010, is by and among GGP Limited Partnership, a Delaware limited partnership (“GGPLP”), General Growth Management, Inc., a Delaware corporation (“GGMI” and, collectively with GGPLP, “GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2022 • Howard Hughes Corp • Real estate investment trusts • Delaware
This Employment Agreement (this “Agreement”), effective as of January 12, 2022 (the “Effective Date”), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Carlos A. Olea (the “Executive”).
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 11th, 2020 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020;
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENT FOR NONEMPLOYEE DIRECTORSRestricted Stock Agreement • February 26th, 2018 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board (the “Compensation Committee”) on [Insert Date] (the “Date of Grant”); and
THE HOWARD HUGHES CORPORATION November 9, 2010Stock Purchase Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and Pershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., Pershing Square II, L.P., Pershing Square International, Ltd. and Pershing Square International V, Ltd. (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Stock Purchase Agreement as in effect on the date hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2016 • Howard Hughes Corp • Real estate investment trusts • Delaware
This Employment Agreement (this “Agreement”), dated October 17, 2016, is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and David R. O’Reilly (the “Executive”).
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 23rd, 2017 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board (the “Compensation Committee”) on [Insert Date];
THE HOWARD HUGHES CORPORATION November 9, 2010Stock Purchase Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and The Fairholme Fund and Fairholme Focused Income Fund (each, together with its permitted nominees and assigns, a “Purchaser”). Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Stock Purchase Agreement as in effect on the date hereof.
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 11th, 2020 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 12, 2020;
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Commencing on April 16, 2009, General Growth Properties, Inc. (“GGP”), the indirect parent of the Company, and its debtor affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) (jointly administered under Case No. 09-11977 (ALG)) (the “Bankruptcy Cases”);
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 22nd, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 (the “Grant Date”) by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”) and [·] (the “Employee”).
THE HOWARD HUGHES CORPORATION November 9, 2010Cornerstone Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • New York
Reference is made to the Amended and Restated Cornerstone Investment Agreement (the “Cornerstone Agreement”), effective as of March 31, 2010, as amended, between General Growth Properties, Inc. and Brookfield Retail Holdings (formerly known as REP Investments LLC) (“Purchaser”), an affiliate of Brookfield Asset Management Inc. Capitalized terms used but not otherwise defined in this letter agreement (this “Agreement”) shall have the meanings attributed to such terms in the Cornerstone Agreement as in effect on the date hereof.
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTHoward Hughes Corporation Non-Qualified Stock Option Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2010 (the “Grant Date”) by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”) and Adam S. Metz (the “Employee”).
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 9th, 2017 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on November 8, 2017;
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2023 • Howard Hughes Corp • Real estate investment trusts • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2023 by and among The Howard Hughes Corporation, a Delaware corporation (the “Company”), Howard Hughes Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“HHC”), and HHC Merger Sub Co., a Delaware corporation and a direct wholly owned subsidiary of HHC (“Merger Sub”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 11th, 2023 • Howard Hughes Corp • Real estate investment trusts • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between The Howard Hughes Corporation, a Delaware corporation (“Assignor”), and Howard Hughes Holdings Inc., a Delaware corporation (“Assignee”).
THE HOWARD HUGHES CORPORATION WARRANT PURCHASE AGREEMENTCorporation Warrant Purchase Agreement • October 11th, 2016 • Howard Hughes Corp • Real estate investment trusts • Delaware
This Agreement sets forth the terms of the agreement between you and the Corporation with respect to the Warrant. By accepting this Agreement, you agree to be bound by all of the terms hereof.
THE HOWARD HUGHES CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 29th, 2010 • Howard Hughes Corp • Real estate investment trusts • Delaware
THIS AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and [·] (the “Director”).
SECTION 382 RIGHTS AGREEMENT DATED AS OF FEBRUARY 27, 2012 BY AND BETWEEN THE HOWARD HUGHES CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENTSection 382 Rights Agreement • February 29th, 2012 • Howard Hughes Corp • Real estate investment trusts • New York
This Section 382 Rights Agreement, dated as of February 27, 2012 (this “Agreement”), is made and entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 8th, 2014 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board (the “Compensation Committee”) on [Insert Date];
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2017 • Howard Hughes Corp • Real estate investment trusts • Delaware
This Employment Agreement (this “Agreement”), dated November 6, 2017 (the “Effective Date”), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Peter F. Riley (the “Executive”).
THE HOWARD HUGHES CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 27th, 2019 • Howard Hughes Corp • Real estate investment trusts • Delaware
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on February 16, 2018;
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 11th, 2022 • Howard Hughes Corp • Real estate investment trusts • Delaware
This Separation and Release Agreement (hereinafter "Release") is entered into among Correne S. Loeffler (hereinafter "Executive") and The Howard Hughes Corporation, a Delaware corporation (the "Company").
